EXHIBIT 10.2






          AMENDMENT NO. 2 dated as of August 3, 2001 (this "Amendment"),  to the
     credit agreement dated as of January 7, 1999, as amended and restated as of
     February 29, 2000,  as amended by Amendment No. 1 dated as of July 28, 2000
     (the "Credit  Agreement"),  among CENTENNIAL CELLULAR OPERATING CO. LLC, as
     Borrower;   CENTENNIAL  PUERTO  RICO  OPERATIONS  CORP.,  as  PR  Borrower;
     CENTENNIAL COMMUNICATIONS CORP., as a Guarantor  ("Centennial");  the other
     Guarantors party hereto; each of the lenders from time to time party hereto
     (individually,  a "Lender" and,  collectively,  the  "Lenders");  THE CHASE
     MANHATTAN  BANK,  as co-lead  arranger  and  co-syndication  agent (in such
     capacity, together with its successors in such capacity,  "Chase"); MERRILL
     LYNCH & CO. and MERRILL  LYNCH,  PIERCE,  FENNER & SMITH  INCORPORATED,  as
     co-lead arranger and co-syndication agent (in such capacity,  together with
     its successors in such capacity,  and Chase, the "Co-Syndication  Agents");
     BANK OF  AMERICA,  N.A.,  as  arranger  and  administrative  agent (in such
     capacity,  together with its successors in such  capacity,  "Administrative
     Agent");  and THE BANK OF NOVA  SCOTIA,  as  documentation  agent  (in such
     capacity,  together with its  successors in such  capacity,  "Documentation
     Agent").

     A. Pursuant to the Credit  Agreement,  the Lenders have extended  credit to
the Borrower and the PR Borrower.

     B. The Borrower and the PR Borrower have  requested that a provision of the
Credit  Agreement,  as  provided  herein,  be  clarified,  by  removing  certain
superfluous  language  inadvertently  retained  when the  Credit  Agreement  was
amended and restated in February 2000, to more clearly  conform such  provisions
to the intent of the parties at the time the Credit  Agreement  was entered into
and to reflect the  established  reporting  practices of the Borrower  since the
date of the Credit Agreement.  The Borrower, the PR Borrower, the Administrative
Agent  and Chase  believe  that the  requested  amendment  is for  clarification
purposes  only, is not required to permit the Borrower's  current  practices and
will not result in any substantive  change in the provisions or operation of the
Credit  Agreement.  Accordingly,  any failure by the Majority Lenders to approve
the  Amendment  shall not be deemed to prejudice  the right of any Obligor,  and
each  Obligor  expressly  reserves  the right,  to claim that the  Amendment  is
unnecessary.

     C. The Majority Lenders and the  Administrative  Agent are willing to amend
the Credit  Agreement,  pursuant to the terms and subject to the  conditions set
forth herein.
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     D.  Capitalized  terms used but not defined  herein shall have the meanings
assigned to them in the Credit Agreement.

     Accordingly, in consideration of the mutual agreements herein contained and
other good and valuable consideration,  the sufficiency and receipt of which are
hereby acknowledged, the parties hereto agree as follows:

     SECTION 1. Amendment to Section 1.01.  Section 1.01 of the Credit Agreement
is hereby  amended by deleting  clause (3) of the  definition of Total  Leverage
Ratio and renumbering clauses (4) and (5) accordingly.

     SECTION 2.  Representations  and  Warranties.  To induce the other  parties
hereto to enter into this Amendment,  the Obligors represent and warrant to each
of the Lenders and the  Administrative  Agent that,  after giving effect to this
Amendment,  (a) the  representations and warranties set forth in Article VIII of
the Credit Agreement are true and correct in all material  respects on and as of
the date  hereof,  except to the  extent  such  representations  and  warranties
expressly  relate to an earlier date, and (b) no Default or Event of Default has
occurred and is continuing.

     SECTION  3.  Conditions  to  Effectiveness.  This  Amendment  shall  become
effective  on the date on which the  Administrative  Agent  shall have  received
counterparts of this Amendment that, when taken together, bear the signatures of
the  Borrower,  the PR  Borrower,  the Majority  Lenders and the  Administrative
Agent.

     SECTION 4. Effect of Amendment.  Except as expressly set forth herein, this
Amendment  shall not by implication  or otherwise  limit,  impair,  constitute a
waiver of, or  otherwise  affect the rights and  remedies  of the  Lenders,  the
Administrative Agent, the Collateral Agent or the Administrative Agent under the
Credit  Agreement or any other  Credit  Document,  and shall not alter,  modify,
amend or in any way affect any of the terms, conditions,  obligations, covenants
or agreements  contained in the Credit  Agreement or any other Credit  Document,
all of which are ratified  and  affirmed in all  respects and shall  continue in
full force and effect.  Nothing herein shall be deemed to entitle any Loan Party
to a consent to, or a waiver, amendment, modification or other change of, any of
the terms,  conditions,  obligations,  covenants or agreements  contained in the
Credit   Agreement  or  any  other  Credit  Document  in  similar  or  different
circumstances.  This Amendment shall apply and be effective only with respect to
the provisions of the Credit Agreement  specifically  referred to herein.  After
the date hereof,  any  reference to the Credit  Agreement  shall mean the Credit
Agreement,  as  modified  hereby.  This  Amendment  shall  constitute  a "Credit
Document"  for  all  purposes  of the  Credit  Agreement  and the  other  Credit
Documents.

     SECTION 5.  Counterparts.  This  Amendment may be executed in any number of
counterparts and by different parties hereto in separate  counterparts,  each of
which when so executed and delivered  shall be deemed an original,  but all such
counterparts  together shall constitute but one and the same contract.  Delivery

<PAGE>

of an executed  counterpart  of a signature  page of this Amendment by facsimile
transmission   shall  be  as  effective  as  delivery  of  a  manually  executed
counterpart hereof.

     SECTION  6.  Applicable  Law.  THIS  AMENDMENT  SHALL BE  GOVERNED  BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

     SECTION 7.  Headings.  The headings of this  Amendment  are for purposes of
reference only and shall not limit or otherwise affect the meaning hereof.

     SECTION  8.  Expenses.  The  Borrower  agrees  to  reimburse  Chase for all
out-of-pocket  expenses  in  connection  with  this  Amendment,   including  the
reasonable fees, charges and disbursements of Cravath,  Swaine & Moore,  counsel
for Chase.

<PAGE>

     IN WITNESS  WHEREOF,  the parties  hereto have caused this  Amendment to be
duly  executed by their duly  authorized  officers,  all as of the date and year
first above written.


                              CENTENNIAL CELLULAR OPERATING CO. LLC,

                                by
                                    __________________________
                                  Name:
                                   Title:


                              CENTENNIAL PUERTO RICO OPERATIONS CORP.,

                                by
                                   __________________________
                                   Name:
                                   Title:


                              CENTENNIAL COMMUNICATIONS CORP.,

                                by
                                   __________________________
                                   Name:
                                   Title:


                               THE CHASE MANHATTAN BANK, individually
                               and as co-lead arranger and co-syndication agent,

                                by
                                   __________________________
                                   Name:
                                   Title:




                                MERRILL LYNCH, PIERCE, FENNER & SMITH
                                INCORPORATED, individually and as co-lead
                                arranger and co-syndication agent,

                                 by
                                    _________________________
                                    Name:
                                    Title:


                                BANK OF AMERICA, N.A., individually and as
                                arranger and administrative agent,

                                 by
                                    _________________________
                                    Name:
                                    Title:


                                THE BANK OF NOVA SCOTIA, individually and
                                as documentation agent,


                                 by
                                    _________________________
                                    Name:
                                    Title:



<PAGE>


                                           SIGNATURE PAGE TO AMENDMENT NO. 2
                                               TO THE CENTENNIAL AMENDED AND
                                                   RESTATED CREDIT AGREEMENT



                                              To approve Amendment No. 2:


                                           _______________________________, as a
                                           Lender,


                                              by
                                                 _________________________
                                                 Name:
                                                 Title: